any person holding a common share of ACTC is eligible to one vote per common. If the CD holders have 100MM shares they get 100MM votes. The CD holders want the AS# increased if in fact there are not enough shares to cover them and most shareholders would vote to increase also as it is currently how we operate, with shares. If for some reason it was voted down we would stagnate and other problems would arise. ACTC has the OBLIGATION to you and me as well as the debt holders to take care of this. Below states ACTC's obligations to do just that.
No "wrongful conduct" when shareholders vote to approve or disapprove. For now juk they made just deal with the AS# increase and nothing else. The 10K will show us exactly what is going on along with 1st qtr 10Q..
______________________________________________________________ 4.12 Reservation and Listing of Securities . (a) The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may be required to fulfill its obligations in full under the Transaction Documents. (b)If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than 130% of (i) the Actual Minimum on such date, minus (ii) the number of shares of Common Stock previously issued pursuant to the Transaction Documents, then the Board of Directors of the Company shall use commercially reasonable efforts to amend the Company’s certificate or articles of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Actual Minimum at such time (minus the number of shares of Common Stock previously issued pursuant to the Transaction Documents), as soon as possible and in any event not later than the 75th day after such date; provided that the Company will not be required at any time to authorize a number of shares of Common Stock greater than the maximum remaining number of shares of Common Stock that could possibly be issued after such time pursuant to the Transaction Documents. (c)The Company shall, if applicable: (i) in the time and manner required by the Trading Market, prepare and file with such Trading Market an additional shares listing application covering a number of shares of Common Stock at least equal to the Actual Minimum on the date of such application, (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing on the Trading Market as soon as possible thereafter, (iii) provide to the Purchasers evidence of such listing, and (iv) maintain the listing of such Common Stock on any date at least equal to the Actual Minimum on such date on such Trading Market or another Trading Market. http://www.pinksheets.com/edgar/GetFilingHtml?FilingID=5418427
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